Foot Locker 8-K: Acquisition, Delisting Notice, Control Change

TL;DR

Foot Locker 8-K drops: Acquisition done, delisting notice filed, control changed. Big moves ahead.

AI Summary

Foot Locker, Inc. filed an 8-K on September 8, 2025, reporting several significant events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing rules, material modifications to security holder rights, and changes in control of the registrant. The filing also details departures and appointments of officers and directors, amendments to articles of incorporation or bylaws, and other events. Financial statements and exhibits are included as part of this comprehensive filing.

Why It Matters

This 8-K filing indicates significant corporate actions at Foot Locker, including potential changes in its listing status and control, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to satisfy listing rules and changes in control, which are significant risk factors for investors.

Key Players & Entities

• FOOT LOCKER, INC. (company) — Registrant
• 0000850209 (company) — Central Index Key
• 2127203700 (dollar_amount) — Business Phone Number
• VENATOR GROUP INC (company) — Former Company Name
• WOOLWORTH CORPORATION (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — e on which Registered Common Stock, $0.01 par value FL The New York Stock Exc
• $24 — ection of the holder of such share: (a) $24.00, if an election to receive cash cons
• $600 million — volving Credit Agreement provided for a $600 million revolving credit facility with an $80 m
• $80 million — llion revolving credit facility with an $80 million letter of credit sublimit. Certain lett

Filing Documents

• tm2525487d1_8k.htm (8-K) — 51KB
• tm2525487d1_ex3-1.htm (EX-3.1) — 31KB
• tm2525487d1_ex3-2.htm (EX-3.2) — 56KB
• 0001104659-25-088056.txt ( ) — 327KB
• fl-20250908.xsd (EX-101.SCH) — 3KB
• fl-20250908_lab.xml (EX-101.LAB) — 33KB
• fl-20250908_pre.xml (EX-101.PRE) — 22KB
• tm2525487d1_8k_htm.xml (XML) — 4KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01. Pursuant to the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of Foot Locker common stock, par value $0.01 per share (" Foot Locker Common Stock "), issued and outstanding immediately prior to the Effective Time (other than certain shares of Foot Locker Common Stock that were held in treasury by Foot Locker or owned by DICK'S Sporting Goods or Merger Sub or owned by direct or indirect subsidiaries of Foot Locker or DICK'S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked or deemed revoked (or if no election was validly made) (the " Cash Consideration ") or (b) 0.1168 shares of DICK'S Sporting Goods common stock, par value $0.01 per share (" DICK'S Sporting Goods Common Stock "), if an election to receive stock consideration was properly made and not properly changed, revoked or deemed revoked (the " Stock Consideration " and together with the Cash Consideration, the " Merger Consideration "). The election was not subject to a minimum or maximum amount of Cash Consideration or Stock Consideration. As of the election deadline of 5:00 p.m., Eastern Time on August 29, 2025, the final results of the election were as follows: Foot Locker shareholders of record of approximately 85.8% of the outstanding shares of Foot Locker Common Stock elected to receive the Stock Consideration; Foot Locker shareholders of record of approximately 1.2% of the outstanding shares of Foot Locker Common Stock elected to receive the Cash Consideration; and Foot Locker shareholders of record of approximately 12.9% of the outstanding shares of Foot Locker Common S

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01. Foot Locker notified the New York Stock Exchange (" NYSE ") of the consummation of the Merger on the Closing Date and that each outstanding share of Foot Locker Common Stock had been converted into the right to receive the Merger Consideration. Foot Locker requested that the NYSE (i) suspend trading of Foot Locker Common Stock on the NYSE prior to the open of trading on the Closing Date, (ii) withdraw Foot Locker Common Stock from listing on the NYSE and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), on Form 25 with respect to Foot Locker Common Stock in order to effect the delisting of such shares from the NYSE. Such delisting will result in the deregistration of Foot Locker Common Stock under Section 12(b) of the Exchange Act. Foot Locker intends to file a Form 15 with the SEC requesting the deregistration of Foot Locker Common Stock under Section 12(g) of the Exchange Act, which will suspend Foot Locker's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

03. Material Modification of Rights of Security Holders

Item 3.03. Material Modification of Rights of Security Holders. The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. As set forth under Item 2.01 of this Current Report on Form 8-K, at the Effective Time, each holder of Foot Locker Common Stock immediately prior to the Effective Time ceased to have any rights with respect thereto, except the right to receive the Merger Consideration subject to the terms and conditions set forth in the Merger Agreement.

01. Change of Control of Registrant

Item 5.01. Change of Control of Registrant. The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01. At the Effective Time, as a result of the consummation of the Merger, a change in control of Foot Locker occurred and Foot Locker became a wholly-owned subsidiary of DICK'S Sporting Goods.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02. Pursuant to the Merger Agreement, at the Effective Time, (i) each member of the Foot Locker board of directors as of immediately prior to the Effective Time resigned as a director of the Company and (ii) Mary N. Dillon, Franklin R. Bracken, Michael A. Baughn, Elliott D. Rodgers and Cynthia Carlisle ceased to be officers of Foot Locker.

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03. Pursuant to the Merger Agreement, at and effective as of the Effective Time, the certificate of incorporation of Foot Locker was amended as set forth in the certificate of merger filed in connection with the Merger (the " Certificate of Merger ") and the bylaws of Foot Locker were amended and restated in their entirety as set forth in the Merger Agreement (the " Amended Bylaws "). Copies of the Certificate of Merger and Amended Bylaws of Foot Locker are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. In connection with the consummation of the Merger, on September 8, 2025, the Company repaid all outstanding amounts under, and terminated, its Credit Agreement, dated as of May 19, 2016 (as amended, restated, amended and restated, modified, extended, replaced, supplemented or otherwise modified from time to time, the " Existing Revolving Credit Agreement "), among the Company, the guarantors party thereto, the lenders and other parties party thereto and Wells Fargo, National Association, as administrative agent and collateral agent. The Existing Revolving Credit Agreement provided for a $600 million revolving credit facility with an $80 million letter of credit sublimit. Certain letters of credit and other bank products and cash management services previously secured by the collateral under the Existing Revolving Credit Agreement will remain outstanding and be assumed on an unsecured basis by DICK'S Sporting Goods.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 15, 2025, by and among Foot Locker, Inc., DICK'S Sporting Goods, Inc. and RJS Sub LLC (incorporated by reference to Exhibit 2.1 to Foot Locker, Inc.'s Current Report on Form 8-K, filed with the SEC on May 15, 2025 (Film No. 25955790))* 3.1 Certificate of Merger of RJS Sub LLC into Foot Locker, Inc., effective as of September 8, 2025. 3.2 Amended and Restated Bylaws of Foot Locker, Inc., effective as of September 8, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Certain schedules and exhibits have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FOOT LOCKER, INC. By: /s/ Erin Conway Name: Erin Conway Title: Vice President, Deputy General Counsel and Corporate Secretary Date: September 8, 2025

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View this 8-K filing on SEC EDGAR